Exhibit (d.10)
AMENDMENT
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
ING LIFE INSURANCE AND ANNUITY COMPANY
AND
XXXXXXX XXXXX ASSET MANAGEMENT L.P.
AMENDMENT made as of this 24 day of June, 2003, to the Investment
Subadvisory Agreement dated as of November 19, 2001 and amended May 1, 2003 (the
"Agreement"), between ING Life Insurance and Annuity Company, an insurance
corporation organized and existing under the laws of the State of Connecticut
(the "Adviser"), and Xxxxxxx Sachs Asset Management, a business unit of the
Investment Management Division of Xxxxxxx, Xxxxx & Co. ("GSAM"), a partnership
organized and existing under the laws of the State of New York whose obligations
under the Agreement were subsequently assumed by Xxxxxxx Sachs Asset Management,
L.P., a wholly-owned subsidiary of the Xxxxxxx Xxxxx Group, Inc., in an
Assumption Agreement dated March 28, 2003. In consideration of the mutual
covenants contained herein, the parties agree to amend the Agreement as follows:
Replace the first sentence of Paragraph 6 of the Agreement with the
following:
NON-EXCLUSIVITY. The services of the Subadviser to the Portfolio[s]
and the Company are not to be deemed to be exclusive, and the Subadviser
shall be free to render investment advisory or other services to others
(including other investment companies) and to engage in other activities,
provided however, that the Subadviser may not consult with any other
sub-adviser of the Company concerning transactions in securities or other
assets for any investment portfolio of the Company, including the
Portfolio[s], except that such consultations are permitted between the
current and successor sub-advisers of a portfolio in order to effect an
orderly transition of sub-advisory duties so long as such consultations are
not concerning transactions prohibited by Section 17(a) of the Investment
Company Act of 1940, as amended.
This Amendment shall become effective as of the date first written above.
Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Agreement.
Except as expressly amended and modified hereby, all provisions of the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, intending to be legally bound hereby, the parties
hereto have caused this instrument to be executed by their duly authorized
signatories the date and year first above written.
ING LIFE INSURANCE AND ANNUITY
Attest: COMPANY
/s/ Xxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxxxxxxx
------------------------------------ --------------------------------
Xxxx X Xxxxx Xxxxxx X. Xxxxxxxxxxx
Assistant Secretary Title: Vice President
Attest: XXXXXXX SACHS ASSET MANAGEMENT, L.P.
/s/ Xxxxx Xxxxxxx By: /s/ Xxxxx XxXxxxxx
------------------------------------ --------------------------------
Xxxxx XxXxxxxx
Title: Managing Director
